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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2009
Florham Consulting Corp.
(Exact name of registrant as specified in its charter)
Delaware 000-52634 20-2329345
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
64 Beaver Street, Suite 233
New York, New York 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (646) 206-8280
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 16, 2009, Florham Consulting Corp. (the "Company") executed an
agreement and plan of merger (the "Merger Agreement") among the Company, EII
Acquisition Corp. (a newly formed acquisition subsidiary of the Company
("Mergerco"), Educational Investors, Inc. ("EII") and its securityholders, Sanjo
Squared, LLC, Kinder Investments, LP, Joseph Bianco and Anil Narang
(collectively, the "EII Securityholders") pursuant to which the Mergerco would
be merged with and into EII, , with EII as the surviving corporation of the
merger (the "Reverse Merger"), as a result of which EII will become a
wholly-owned subsidiary of the Company. Under the terms of the Merger Agreement,
the EII Securityholders will receive (i) an aggregate of 6,000,000 shares of the
Company's Common Stock, (ii) options to acquire 2,558,968 additional shares of
the Company's Common Stock, fifty percent (50%) of which have an initial
exercise price of $0.45 per share and fifty percent (50%) of which have an
initial exercise price of $0.25 per share, subject to certain performance
targets set forth in the Merger Agreement, and (iii) 250,000 shares of the
Company's Series A Preferred Stock, with each share of the Company's Series A
Preferred Stock automatically convertible into 49.11333 shares of the Company's
Common Stock upon the filing by the Company of an amendment to its certificate
of incorporation which increases the authorized shares of the Company's Common
Stock to at least 50,000,000.
In addition to the Merger Agreement, on December 16, 2009, EII entered into
an Interest Purchase Agreement ("TDI Agreement") with the shareholders of
Training Direct LLC ("TDI") and the Company pursuant to which EII will acquire
all outstanding membership interests, on a fully diluted basis, of TDI in
exchange for (a) $200,000 cash, (b) shares of the Company's Common Stock having
a deemed value of $600,000 (the "Acquisition Shares"), with such number of
Acquisition Shares to be determined by dividing $600,000 by the "Discounted
VWAP" (as defined below) for the twenty (20) "Trading Days" (as defined below)
immediately following the consummation of the Reverse Merger and (c) shares of
the Company's Common Stock having a deemed value of $300,000 (the "Escrow
Shares"), with such number of Escrow Shares to be determined by dividing
$300,000 by the Discounted VWAP for the twenty (20) Trading Days immediately
following the consummation of the Reverse Merger. The Escrow Shares will be held
in escrow and released therefrom as provided in the TDI Agreement. "Discounted
VWAP" is defined in the TDI Agreement as seventy percent (70%) of the "VWAP" of
the Company's Common Stock, but is no event less than $0.40 per share. "VWAP" is
defined in the TDI Agreement as a fraction, the numerator of which is the sum of
the product of (i) the closing trading price for the Company's Common Stock on
the applicable National Securities Exchange on each Trading Day of the twenty
(20) Trading Days following the consummation of the Reverse Merger and (ii) the
volume of the Company's Common Stock on the applicable National Securities
Exchange for each such day and the denominator of which is the total volume of
the Company's Common Stock on the applicable National Securities Exchange during
such twenty day period, each as reported by Bloomberg Reporting Service or other
recognized market price reporting service. "Trading Day" is defined in the TDI
Agreement as any day on which the New York Stock Exchange or other National
Securities Exchange on which the Company's Common Stock trades is open for
trading.
At the closing of the Reverse Merger, it is anticipated that all present
officers and directors of the Company will resign and Joseph Bianco will become
the Chief Executive Officer and a Director of the Company and Anil Narang will
become President, Chief Operating Officer and a Director of the Company. It is
further anticipated that three independent directors will be selected by a
majority of the Company's shareholders upon consummation of the Reverse Merger.
The closing of the transactions contemplated by the Merger Agreement is
subject to a number of conditions including, without limitation, completion of
due diligence, approval of the Merger Agreement by the Boards of Directors of
EII and the Company and the prior or simultaneous closing of the TDI Agreement.
The closing of the TDI Agreement is subject to a number of conditions including,
without limitation, approval of the change of ownership of TDI by the
Connecticut Department of Higher Education, the execution by the Company, EII
and the EII Securityholders of all documents necessary to affect the Reverse
Merger, approval of the TDI Agreement by the Board of Directors of EII and the
board of managers of TDI and execution of a certain employment agreement and
consulting agreement.
As a result of the foregoing, no assurance can be certain that the
transactions contemplated by the TDI Agreement and/or the Reverse Merger will be
consummated on the terms set forth herein, or at all.
Section 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger dated December 16, 2009, by and among the
Company, Educational Investors, Inc., EII Acquisition Corp., Joseph Bianco,
Anil Narang and Kinder Investments, LP.
2.2 Interest Purchase Agreement, dated December 16, 2009 by and among the
Company, Training Direct LLC, Educational Investors, Inc., TD Management,
LLC and Joseph S. Monaco.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FLORHAM CONSULTING CORP.
(Registrant)
Date: December 16, 2009 /s/ David Stahler
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David Stahler
Chief Executive Officer
